1704.05
Exceptions.

This chapter does not
apply to any of the following:

(A)
A
Chapter 1704. transaction if on the interested shareholder's share acquisition
date, the issuing public corporation, other than a bank as defined in section
1101.01 of the Revised Code, did not have a class of voting shares registered
or traded on a national securities exchange or registered under section 12(g)
of the Exchange Act or was not required to file periodic reports and
information pursuant to section 15(d) of the Exchange Act.

(1)
A
Chapter 1704. transaction if the interested shareholder was an interested
shareholder on the date immediately preceding the effective date of this
section; except that this chapter shall apply, and the share acquisition date
shall be the date, when the interested shareholder increases its beneficial
ownership of voting power of the issuing public corporation to a proportion in
excess of the proportion of voting power that the interested shareholder
beneficially owned on the date immediately preceding the effective date of this
section unless the interested shareholder's subsequent increase in beneficial
ownership results from or is the consequence of any of the following
circumstances:

(a)
The increase
is by bequest or inheritance, by operation of law upon the death of any
individual, or by any other transfer without valuable consideration, including
a gift, that is made in good faith and not for the purpose of circumventing the
provisions of this chapter;

(b)
The
increase is pursuant to the satisfaction of a pledge or other security interest
created in good faith and not for the purpose of circumventing the provisions
of this chapter;

(c)
The increase
is the result solely of the purchase by the issuing public corporation of
shares issued by it;

(d)
The increase
is in accordance with approval by the directors of the issuing public
corporation before the increase occurred.

(2)
If
this chapter would have applied to the increase of beneficial ownership
described in division (B)(1) of this section but for the application of an
exception described in division (B)(1)(a), (b), (c), or (d) of this section,
this chapter shall apply if the interested shareholder's subsequent increase in
its proportion of beneficial ownership is not the result or a consequence of
any of the circumstances described in division (B)(1)(a), (b), (c), or (d) of
this section.

(C)
A
Chapter 1704. transaction if the interested shareholder was an interested
shareholder on the date immediately preceding the effective date of this
section and inadvertently increases its beneficial ownership of voting power of
the issuing public corporation to a proportion in excess of the proportion of
voting power that the interested shareholder beneficially owned on the date
immediately preceding the effective date of this section, provided that, as
soon as practicable, the interested shareholder divests itself of beneficial
ownership of a sufficient number of voting shares of the issuing public
corporation that the interested shareholder is no longer the beneficial owner
of a proportion of voting power in excess of the proportion of voting power
that the interested shareholder beneficially owned on the date immediately
preceding the effective date of this section.

(1)
A
Chapter 1704. transaction if a person becomes an interested shareholder through
an acquisition of voting shares that resulted from or was the consequence of
any of the circumstances described in division (B)(1)(a), (b), (c), or (d) of
this section, except that this chapter shall apply, and the share acquisition
date shall be the date, when the interested shareholder increases its
beneficial ownership of voting power of the issuing public corporation to a
proportion in excess of the proportion of voting power that the interested
shareholder beneficially owned on the date on which it became an interested
shareholder unless the interested shareholder's subsequent increase in
beneficial ownership results from or is a consequence of any of the
circumstances described in division (B)(1)(a), (b), (c), or (d) of this
section.

(2)
If this
chapter would have applied to the acquisition of voting shares described in
division (D)(1) of this section but for the application of an exception
described in division (B)(1)(a), (b), (c), or (d) of this section, this chapter
shall apply if the interested shareholder's subsequent increase in its
proportion of beneficial ownership is not the result or a consequence of any of
the circumstances described in division (B)(1)(a), (b), (c), or (d) of this
section.

(E)
A Chapter
1704. transaction if a person became an interested shareholder inadvertently,
provided that, as soon as practicable, the person divests itself of beneficial
ownership of a sufficient number of voting shares of the issuing public
corporation that the person no longer is an interested shareholder.

(1)
Subject to division (F)(2) of this section, a Chapter 1704. transaction if the
original articles of the issuing public corporation state, or if the articles
of the issuing public corporation have been amended in compliance with the
provisions of section 1701.70, 1701.71, or 1701.72 of the Revised Code to
state, by specific reference to this chapter, that this chapter does not apply
to the corporation and if any of the following applies:

(a)
The
corporation had fewer than fifty shareholders or was not an issuing public
corporation when the statement initially was set forth in the
articles.

(b)
No
shareholder of the corporation qualified as an interested shareholder when the
statement was initially set forth in the articles.

(c)
The
statement was contained in an amendment to the articles and the amendment was
approved, upon the recommendation by the affirmative
vote of a majority of the authorized number of directors of the corporation in
favor of such amendment, by the holders of two-thirds of all outstanding
shares of the corporation entitled to vote in the election of directors and by
the holders of two-thirds of all outstanding disinterested shares of the
acquiring public corporation entitled to vote in the election of
directors.

(2)
If, however,
a Chapter 1704. transaction would have been prohibited but for the adoption of
an amendment to the articles in compliance with division (F)(1)(b) or (c) of
this section, the issuing public corporation shall not engage in a Chapter
1704. transaction for twelve months following the adoption of the amendment; in
addition, if this chapter would have applied to a person who became an
interested shareholder prior to the adoption of such an amendment, this chapter
shall continue to apply to a Chapter 1704. transaction between the issuing
public corporation and the interested shareholder as if the amendment had not
been adopted.

(G)
A
Chapter 1704. transaction between an acquiring public corporation and any
employee benefit plan, or any trust under any employee benefit plan,
established by the issuing public corporation, and any distribution or payment
made by the employee benefit plan or trust to any beneficiary.

(H)
A
Chapter 1704. transaction that involves any acquisition of securities of an
issuing public corporation pursuant to an employee stock option plan, an
employee stock purchase plan, an employee stock bonus plan, an employee stock
ownership plan, or any similar plan designed to benefit one or more employees
established by the issuing public corporation, provided the acquisition of the
securities and the establishment of, any amendment to, and the administration
of the plan are in good faith and not for the purpose of circumventing the
provisions of this chapter.

(I)
A
Chapter 1704. transaction that involves compensation directly or indirectly
received by a director, officer, employee, agent, or independent contractor of
an issuing public corporation in return for services rendered or to be rendered
to the issuing public corporation, provided the payment of the compensation and
the services rendered, or to be rendered, are in good faith and not for the
purpose of circumventing the provisions of this chapter.

(J)
A
Chapter 1704. transaction that involves any loan of money or property of an
issuing public corporation to a director, officer, employee, agent, or
independent contractor of the issuing public corporation, provided the loan is
designed to encourage the rendering of needed, valuable, and efficient services
to the issuing public corporation and provided the loan is made and the
services are rendered, or are to be rendered, in good faith and not for the
purpose of circumventing the provisions of this chapter.

(K)
A
Chapter 1704. transaction in which an issuing public corporation makes a loan
of money or other property to, guarantees any loan of money or other property
to, or guarantees any obligation of, an employee stock ownership plan, as
defined in Section 4975(e)(7) of the "Internal Revenue Code of 1986," 68A Stat.
3, 26 U.S.C.A. 1, as amended, of the issuing public
corporation.